Summary of AMERICAN CAPITAL AGENCY CORP

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 1, 2012, American Capital Agency Corp. (the "Company") held its 2012 Annual Meeting of Stockholders (the "Annual Meeting"), at the Hyatt Regency Bethesda, 7400 Wisconsin Avenue, Bethesda, Maryland 20814, at 10:00 a.m. (ET). The record date for the Annual Meeting was March 9, 2012. As of the record date, a total of 228,842,970 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), were entitled to vote at the Annual Meeting. There were 203,522,991 shares present in person or by proxy at the Annual Meeting. Set forth below are the matters acted upon by the stockholders, and the final voting results of each such proposal.

1. Election of Directors. The Company's stockholders voted to elect seven (7) Director Nominees to hold office for a term of one (1) year and until his successor is elected and qualified.

Nominee          For        Against   Abstain    Non Votes
Malon Wilkus     97,552,348 4,528,589 979,455    100,462,600
Samuel A. Flax   97,840,863 4,351,332 868,196    100,462,600
Alvin N. Puryear 97,161,831 4,924,609 973,951    100,462,600
Robert M. Couch  99,942,566 2,161,031 956,794    100,462,600
Morris A. Davis  96,770,376 5,326,708 963,307    100,462,600
Randy E. Dobbs   99,743,963 2,315,827 1,000,601  100,462,600
Larry K. Harvey  99,844,254 2,253,972 962,165    100,462,600

2. Amendment to Certificate of Incorporation to Increase Authorized Shares of Common Stock. The Company's stockholders voted to adopt an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to increase the total authorized number of shares of Common Stock from 300,000,000 to 600,000,000 (the "Charter Amendment").

For Against Abstain
185,180,506 16,213,882 2,128,603

3. Amendment to Certificate of Incorporation to Increase Authorized Shares of Preferred Stock. The Company's proxy statement described a proposal to amend the Company's Amended and Restated Certificate of Incorporation, as amended, to increase the total authorized number of shares of preferred stock from 10,000,000 to 50,000,000. That proposal was withdrawn from consideration and no vote on that proposal was conducted at the Annual Meeting.

4. Ratification of appointment of Ernst & Young LLP. The Company's stockholders voted to ratify the appointment of Ernst & Young LLP as the Company's independent public accountant for the year ending December 31, 2012.

For Against Abstain
199,743,519 2,281,583 1,497,889

Item 8.01. Other Events.
Following the stockholders' adoption thereof, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware on May 1, 2012 to effect the increased number of authorized shares of Common Stock provided for therein. The Charter Amendment is being filed herewith as Exhibit 3.1 and is incorporated herein by reference.
On May 2, 2012, the Company issued a press release announcing the occurrence of the Common Stock Authorization (as defined therein) and certain related matters with respect to its 8.000% Series A Cumulative Redeemable Preferred Stock (the "Series A Preferred Stock"). The text of the press release is being filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
On May 2, 2012, Skadden, Arps, Slate, Meagher & Flom LLP delivered to the Company an opinion (the "Opinion") with respect to the validity of the shares of Common Stock issuable upon conversion of the Series A Preferred Stock pursuant to the Certificate of Designations of the Series A Preferred Stock (the "Shares"). The Opinion is being filed herewith as Exhibit 5.1, and thereby automatically incorporated by reference into the Company's Registration Statement on Form S-3 (No. 333-170374), in accordance with the requirements of Item 601(b)(5) of Regulation S-K.

(d) Exhibits.
Exhibit No.     Description

        3.1     Certificate of Amendment of Amended and Restated Certificate of
                Incorporation.

        5.1     Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the
                validity of the Shares.

       23.1     Consent of Skadden, Arps, Slate, Meagher & Flom LLP (contained in
                Exhibit 5.1 hereto).

       99.1     Press Release, dated May 2, 2012.